It was an interesting point brought up about potential conflicts of interest created by personal collections by preservation employees/officials and perhaps its been covered but I'll throw in my two cents.

In the private sector, where personal skills and abilities or unique (nonfungible for students of the "dismal science") assets are key parts of an enterprise, it is common to utilize a "covenent not to compete" to exclude the possibility that a business entity's former employees, management, officers or boards may exploit the abilities/contacts/skills acquired by an individual through their association with the business to its detriment. Often times the duration of the agreement covers not only the time of the employment, but a period of time after as well. It is often limited by geography-because many businesses are regional in scope. They can be difficult to enforce-but are useful guideposts for the truly diligent individual.

It's also important to be mindful that there are two types of conflicts-conflicts in fact and conflicts of appearance-and most dedicated individuals know appearance conflicts are just as damaging as actual ones. Smart directors and officers understand they have legal and fiduciary obligations to their organization, reputations to nuture and even with "volunteer immunity" statutes, could be prosecuted for breach of duty under a state's corporate statutes if their offenses are particularly egregious or persistent.

The easiest way to deal with this issue is to assume that the collection of any railroad artifacts is a conflict, unless specifically authorized by the board.

Otherwise, the question becomes where do you draw the line? We all get in this because we have an affinity for it. Obviously, if a museum board member is on personal time collecting conger lanterns listed on ebay-thats one thing. They are plentiful, of small value and one additional bidder doesn't affect the market price. However if somebody bids on the Rdg 2100 T-1 offered by Barnhardt (sp?) while serving on the board of the "Reading T-1 preservation society" that would be an obvious breach, because it is unique and one bidder could affect its sales price.

Before anybody runs to put something like this in the bylaws, first consult a lawyer but I can see problems unless it is "incorporated by reference", e.g., to stated on the order of "Directors and Officers are required ex officio to observe the requirements of the associations non-compete policy in effect while they serve.."

Since bylaws should be general statements (too much specificity is a straight-jacket) and there will inevitably be a need to restate your non-compete policy periodically, the need to amend the bylaws will create the attendent need for board action, legal filing (in some places) and other burdensome actions.



Superheater@beer.com